NCB faces yet another hurdle in Guardian takeover bid

NCB Financial Group has been forced to extend the closing deadline for its takeover of Guardian Holdings Limited (GHL) because it still has hurdles to clear.

Jamaica’s largest banking group needs approvals from Trinidad & Tobago’s Ministry of Finance under the Foreign Investment Act, Insurance Act, and Financial Institutions Act of T&T, without which it cannot take up the GHL shares tendered.

In a market filing on Thursday, NCB Financial said it has extended the offer period to April 30, marking the third shifting of the deadline. The first was a two working days extension from February 7 to February 11. That was further extended to February 14, and now, the bank has pushed the deadline back by another two and a half months. The extensions combined span 80 days.

NCB Financial, through subsidiary NCB Global Holding, has been trying since late 2017 to acquire controlling interest in Guardian, a regional insurance conglomerate based in Trinidad. The bank owns 29.99 per cent of the insurance conglomerate but wants to double its stake.

NCB indicated in its latest filing that the subscriptions to its offer of US$2.79 per share have surpassed its target. Those subscriptions would push its stake to 80 per cent, the bank disclosed, but has not said whether it would take up all the shares tendered or hold fast to its initial plan to acquire just 32 per cent more of the company for US$270 million in order to grow its share to 62 per cent.

NCB initially launched a takeover offer for Guardian at the end of 2017, having acquired its initial holdings in the insurance conglomerate the previous year. The offer of US$2.35 per share was allowed to lapse after some minority owners objected to the price.

NCB returned with an improved offer after a mediated agreement between the bank and GHL minority shareholders at the Trinidad & Tobago Securities Exchange Commission.